CUSIP No. 48213W101
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13D
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Page 2 of 13
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1
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NAMES OF REPORTING PERSONS
James A. Pattison
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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|||
3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS:
AF
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|||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e):
*
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7
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SOLE VOTING POWER
|
0
|
|
8
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SHARED VOTING POWER
|
25,030,248
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||
9
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SOLE DISPOSITIVE POWER
|
0
|
||
10
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SHARED DISPOSITIVE POWER
|
25,030,248
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,030,248
|
|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.98%
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|||
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 48213W101
|
13D
|
Page 3 of 13
|
1
|
NAMES OF REPORTING PERSONS
Jim Pattison Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS:
AF
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e):
*
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7
|
SOLE VOTING POWER
|
0
|
|
8
|
SHARED VOTING POWER
|
23,030,248
|
||
9
|
SOLE DISPOSITIVE POWER
|
0
|
||
10
|
SHARED DISPOSITIVE POWER
|
23,030,248
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,030,248
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.70%
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|||
14
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TYPE OF REPORTING PERSON
HC, CO
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CUSIP No. 48213W101
|
13D
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Page 4 of 13
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1
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NAMES OF REPORTING PERSONS
Great Pacific Capital Corporation
|
|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS:
WC
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e):
*
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7
|
SOLE VOTING POWER
|
0
|
|
8
|
SHARED VOTING POWER
|
23,080,248
|
||
9
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SOLE DISPOSITIVE POWER
|
0
|
||
10
|
SHARED DISPOSITIVE POWER
|
23,080,248
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,080,248
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.70%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 48213W101
|
13D
|
Page 5 of 13
|
1
|
NAMES OF REPORTING PERSONS
Great Pacific Financial Services Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS:
WC
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e):
*
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7
|
SOLE VOTING POWER
|
0
|
|
8
|
SHARED VOTING POWER
|
1,040,788
|
||
9
|
SOLE DISPOSITIVE POWER
|
0
|
||
10
|
SHARED DISPOSITIVE POWER
|
1,040,788
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,788
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.71%
|
|||
14
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TYPE OF REPORTING PERSON
CO
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1.
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James A. Pattison
|
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a.
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Amount beneficially owned: 25,030,248 shares of Common Stock
|
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b.
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Percent of class: 16.98%
|
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c.
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Number of shares as to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
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Shared power to vote or to direct the vote: 25,030,248
|
|
iii.
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Sole power to dispose or to direct the disposition of: 0
|
|
iv.
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Shared power to dispose or to direct the disposition of: 25,030,248
|
2.
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Jim Pattison Ltd.
|
|
a.
|
Amount beneficially owned: 23,030,248 shares of Common Stock
|
|
b.
|
Percent of class: 15.70%
|
|
c.
|
Number of shares as to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 23,030,248
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 23,030,248
|
3.
|
Great Pacific Capital Corporation
|
|
a.
|
Amount beneficially owned: 23,030,248 shares of Common Stock
|
|
b.
|
Percent of class: 15.70%
|
|
c.
|
Number of shares as to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 23,030,248
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 23,030,248
|
4.
|
Great Pacific Financial Services Ltd.
|
|
a.
|
Amount beneficially owned: 1,040,788 shares of Common Stock
|
|
b.
|
Percent of class: 0.71%
|
|
c.
|
Number of shares as to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 1,040,788
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 1,040,788
|
Date
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Purchaser
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Number of Shares
|
Price Per Share
|
April 27, 2015
|
GPCC
|
419,400
|
CDN $6.5155
|
June 23, 2015
|
GPFS
|
323,742
|
CDN $6.5290
|
Exhibit
Number
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Exhibit Description
|
|
7(a)
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Joint Filing Agreement, dated June 25, 2015, by and between James A. Pattison, Jim Pattison Ltd., Great Pacific Financial Corporation and Great Pacific Financial Services Ltd.
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JAMES A. PATTISON
|
|||
/s/ James A. Pattison
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|||
JIM PATTISON LTD.
|
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By:
|
/s/ Nick Desmarais
|
||
Name:
|
NICK DESMARAIS
|
||
Title:
|
Secretary
|
||
GREAT PACIFIC CAPITAL CORPORATION
|
|||
By:
|
/s/ Nick Desmarais
|
||
Name:
|
NICK DESMARAIS
|
||
Title:
|
Secretary
|
||
GREAT PACIFIC FINANCIAL SERVICES LTD.
|
|||
By:
|
/s/ Nick Desmarais
|
||
Name:
|
NICK DESMARAIS
|
||
Title:
|
Secretary
|
Name
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Affiliation with Reporting Person
|
Principal Occupation or Employment
|
Citizenship
|
James A. Pattison
|
Director, Managing Director & President
|
Managing Director & President for The Jim Pattison Group
|
Canadian
|
Nick Desmarais
|
Director & Secretary
|
Managing Director, Legal Services & Secretary for The Jim Pattison Group
|
Canadian
|
Michael J. Korenberg
|
Director & Vice-President
|
Deputy Chairman & Managing Director for The Jim Pattison Group
|
Canadian
|
David Bell
|
Vice-President
|
Managing Director, Corporate Finance for The Jim Pattison Group
|
Canadian
|
Ryan Barrington-Foote
|
Vice-President
|
Managing Director, Accounting for The Jim Pattison Group
|
Canadian
|
Name
|
Affiliation with Reporting Person
|
Principal Occupation or Employment
|
Citizenship
|
James A. Pattison
|
Director, Managing Director & President
|
Managing Director & President for The Jim Pattison Group
|
Canadian
|
Nick Desmarais
|
Director & Secretary
|
Managing Director, Legal Services & Secretary for The Jim Pattison Group
|
Canadian
|
Michael J. Korenberg
|
Director, Managing Director & Deputy Chairman
|
Deputy Chairman & Managing Director for The Jim Pattison Group
|
Canadian
|
David Bell
|
Vice-President
|
Managing Director, Corporate Finance for The Jim Pattison Group
|
Canadian
|
Ryan Barrington-Foote
|
Director & Vice-President
|
Managing Director, Accounting for The Jim Pattison Group
|
Canadian
|
Name
|
Affiliation with Reporting Person
|
Principal Occupation or Employment
|
Citizenship
|
Nick Desmarais
|
Director & Secretary
|
Managing Director, Legal Services & Secretary for The Jim Pattison Group
|
Canadian
|
David Bell
|
Director
|
Managing Director, Corporate Finance for The Jim Pattison Group
|
Canadian
|
Ryan Barrington-Foote
|
Director & President
|
Managing Director, Accounting for The Jim Pattison Group
|
Canadian
|
JAMES A. PATTISON
|
|||
/s/ James A. Pattison
|
|||
JIM PATTISON LTD.
|
|||
By:
|
/s/ Nick Desmarais
|
||
Name:
|
NICK DESMARAIS
|
||
Title:
|
Secretary
|
||
GREAT PACIFIC CAPITAL CORPORATION
|
|||
By:
|
/s/ Nick Desmarais
|
||
Name:
|
NICK DESMARAIS
|
||
Title:
|
Secretary
|
||
GREAT PACIFIC FINANCIAL SERVICES LTD.
|
|||
By:
|
/s/ Nick Desmarais
|
||
Name:
|
NICK DESMARAIS
|
||
Title:
|
Secretary
|